This Agreement shall set forth the terms and conditions pursuant to which JDL will use its
video technology platform to provide the Subscriber with various services that would allow
the Subscriber to post videos and related materials to its public website (the JDL video
platform service, as more fully described in Exhibit A to this Agreement, shall be referred to
as the “Service”).

TERMS AND CONDITIONS

. Scope. JDL will provide to the Subscriber the Service during the term of this
Agreement, as set forth in Section 2 below.

. Term & Termination. The initial term of this Agreement shall commence on the
Effective Date and continue for a one year period. After the initial term, or any renewal
thereof, the Agreement shall automatically renew for successive one (1) year terms, unless
either party provides at least thirty (30) days notice of termination to the other party prior to
the end of any term (the initial term and any subsequent renewal term shall be referred to as
the "Term"). This Agreement may be terminated by a party immediately and without further
notice if the other party defaults in the performance of any of its material obligations under
this Agreement and does not cure the default within thirty (30) days after receipt of notice in
writing from the non‐defaulting party. In addition, JDL shall have the right to terminate this
Agreement for convenience on sixty.

(60) days prior written notice to the Subscriber. In the event this agreement is terminated (other than by reason of the Subscriber’s breach), JDL will make available to the Subscriber a
file of the Subscriber Data (as such term is defined below) if the Subscriber so requests such
Subscriber Data at the time of termination. Upon termination for breach, the Subscriber’s
access or use to the Subscriber Data immediately ceases, and JDL shall have no obligation to
maintain or forward any Subscriber Data. The following sections of this Agreement shall
continue in full and force and effect upon termination of this Agreement or expiration of the
Term: 4.4, 6, 7, 8.4 and 10.

. Licenses. Subject to the provisions of this Agreement, JDL grants to the Subscriber a non‐
exclusive, non‐transferable, limited license to use the Service in conjunction with the
Subscriber’s public website listed in Exhibit A (the “Subscriber Website”). Except for the
license granted in this Section, all right, title and interest in and to the Service shall remain
with JDL and its licensors. The Subscriber shall not decompile, disassemble or otherwise
reverse engineer the Service. Subscriber shall not (a) license, sublicense, sell, resell, transfer,
assign, distribute or otherwise commercially exploit or make available to any third party the
Service; (b) modify or make derivative works based upon the Service; (c) interfere with or disrupt
the integrity or performance of the Service or the data contained therein; or (d)
attempt to gain unauthorized access.

. Use of Service; Subscriber Data; Advertisements.

. In providing the Service, JDL shall make a commercially reasonable effort to use firewall
and security measures. The Subscriber shall, at its own cost, take all measures to support and
obtain any necessary equipment (including computer hardware and software), connectivity,
and authorizations to enable the Subscriber to connect to and use the Service. JDL does not
own any video, music, photographs, text, data, information, trademarks, service marks, logos,
graphics or other materials that the Subscriber submits to JDL or posts to the Subscriber
Website in the course of using the Service (the "Subscriber Data"). The Subscriber shall have
sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness
of all Subscriber Data. JDL shall not be responsible or liable for the deletion, correction,
destruction, damage, loss or failure to store any Subscriber Data. The Subscriber grants JDL
during the Term the royalty‐free, worldwide, non‐exclusive right and license to use,
reproduce, modify, edit, adapt, publish, distribute, perform and display the Subscriber Data
for the purpose of providing the Service.

. The Service includes a feature that will allow the Subscriber to provide, post or link
Subscriber Data used or created in conjunction with the Service to other websites. JDL has
established a website that will feature the video content created by other Subscribers using
the Service (the “JDL Website”). To the extent that the Subscriber elects to syndicate,
provide, post or link Subscriber Data to the JDL Website, the Subscriber grants to JDL a
limited, nonexclusive, world‐wide right and license to reproduce, edit, adapt, publish,
perform and display such Subscriber Data on the JDL Website until that time the Subscriber
notifies JDL they no longer wish to have such Subscriber Data featured on the JDL Website.

. The Subscriber represents and warrants to JDL that Subscriber Data: (a) is original to the
Subscriber or that the Subscriber has secured the rights to provide and use such Subscriber
Data (including the waivers or releases necessary to include the name, likeness or image of
the student, faculty, employee or other individual included in the Subscriber Data); (b) does
not contain any content that is unlawful, threatening, harassing, profane, defamatory, vulgar,
obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts
of sexual acts, invasive of another’s privacy or publicity, or hateful; or (c) does not contain a
virus or other harmful component.

. The Subscriber acknowledges that JDL may compile certain general information related
to the use of the Service. Notwithstanding the restrictions set forth in Section 4.2 above, the
Subscriber agrees that JDL is authorized to use, reproduce and generally make such
information available to third parties in the aggregate, provided that the 4.5. The Subscriber
shall make available to JDL an area in the webpage that the Service is featured on the
Subscriber Website for use as a dedicated, persistent, customized banner promoting JDL
and the Service. JDL shall also have the right during the Term of this Agreement to: (a) list
and name the Subscriber as user of the Service (including the limited right to use the
Subscriber’s name and logo); and (b) issue a press release regarding this agreement subject
to the Subscriber’s prior written approval, which shall not be unreasonably withheld.

. The Service may include a defined area where advertisements may be posted by the
Subscriber or JDL (this space shall be referred to as the “Ad Space”). The physical and
technical requirements of Ad Space shall be agreed to in writing prior to implementation and
appended to this agreement as an attachment. The Subscriber shall have the sole right to sell
advertising on Ad Space on the Subscriber Eduvision.TV page (the “Site‐Display Advertising”).
JDL shall have no right to any of the proceeds received by the Subscriber from the sale of the
Site‐Display Advertising. In event that the Subscriber elects not to sell Site‐Display
Advertising, they may request that JDL sell Site‐Display Advertising. In such event JDL shall
pay the Subscriber a portion of the fees paid to JDL by advertisers for the Site‐Display
Advertising (the “Site‐Display Ad Fees”). JDL shall have the sole right to sell and then post
advertising on the Ad Space on the Subscriber Website (the “Website Advertising”).

. Payment and Billing. The Service shall be provided at the annual fee set forth in Exhibit A
(the “Service Fee”). Within fifteen (15) days of the Effective Date JDL shall invoice the
Subscriber for the Service Fee plus all applicable sales or use taxes. The Subscriber shall pay
the JDL invoice within thirty (30) days of the date of such invoice. In addition to any other
rights granted to JDL herein, JDL reserves the right to suspend or terminate this Agreement
and the Subscriber access to the Services if the Subscriber fails to pay an invoice within thirty
(30) days of receipt. Delinquent invoices are subject to interest of one percent (1.0%) per
month on any outstanding balance, or the maximum permitted by law, whichever is less, plus
all reasonable expenses of collection.

. Limitation of Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 7
(INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. EXCEPT FOR THE
OBLIGATIONS SET FORTH IN SECTION 7 (INDEMNIFICATION), IN NO EVENT SHALL EITHER
PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE
FROM THE SUBSCRIBER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM.

. Indemnification. JDL shall indemnify and hold the Subscriber and its board members,
directors, faculty, employees and agents harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or
in connection with a claim alleging that the Services or Website/Site‐Display Advertising
directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a
third party. The Subscriber shall indemnify and hold JDL, its licensors and each such party's
officers, directors, employees and agents harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or
in connection with: (a) a claim alleging that use of the Subscriber Data or Website/Site‐
Display Advertising infringes the rights of, or has caused harm to, a third party; or (b) the
Subscriber’s breach of Sections 3 or 4.4 above. The party seeking indemnification shall give
the other party (i) prompt written notice of all such claims; (ii) control of the defense and
settlement of the claim (provided that the party providing indemnification may not settle or
defend any claim unless the other party is unconditionally released); and (iii) all available
information and assistance.

. Limited Warranty. JDL warrants to the Subscriber that the Service shall be performed in
substantial accordance with the functional descriptions of the Service found in Exhibit A to
this Agreement. If the Service fails to so conform to that description of the Service, then JDL
shall make a commercially reasonable effort to correct the Service. If JDL is unable to so
correct the Service, then JDL’s sole obligation shall be to refund to the Subscriber a pro‐rata
portion of any pre‐paid Service Fees paid by the Subscriber for the Service. OTHER THAN AS
SET FORTH IN THIS SECTION 8, JDL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JDL DOES NOT REPRESENT OR
WARRANT THAT (a) THE USE OF THE SERVICES WILL BE UNINTERUPTED OR ERROR‐FREE; (b)
THE SERVICES WILL MEET ALL OF THE SUBSCRIBER’S REQUIREMENTS; OR (c) ALL ERRORS OR
DEFECTS WILL BE CORRECTED.

. Other Provisions

. Neither party may assign its rights, duties, or obligations under this Agreement to any
person or entity without the prior written permission of the other party. However, JDL may
assign this Agreement in whole or in part, without the Subscriber’s consent in the case of a
merger, acquisition, divestiture, consolidation, or corporate reorganization (whether or not
JDL is the surviving entity).

. This Agreement, along with Exhibit A, which is hereby incorporated by reference,
constitutes the entire understanding of the parties and supersedes all prior, negotiations,
agreements and understandings. This Agreement may be amended only by written
instrument signed by both parties. Nothing in this Agreement shall be 9.3. If any provision of
this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,
then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the
invalid or unenforceable provision(s), with all other provisions remaining in full force and
effect. The failure of JDL to enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision unless acknowledged and agreed to by JDL in
writing.

. This Agreement shall be governed by the laws of the State of Minnesota, excluding its
choice of law rules. The exclusive venue for all disputes under this Agreement shall be the
state courts in Hennepin County, Minnesota or the Federal Courts of Minnesota.

. Either party may give notice by written communication sent by first class mail or pre‐paid
post to the other party’s address set forth in the introductory paragraph of this Agreement.
Such notice shall be deemed to have been given upon the expiration of forty‐eight (48) hours
after mailing or posting (if sent by first class mail or pre‐paid post).

Exhibit “A” for JDL HORIZONS VIDEO PLATFORM AGREEMENT

Description of Services Provided via EduVision.TV Web Portal

Site Purpose and General Administration

The Eduvision.TV web portal service allows Subscribers and the user’s they create to upload
video via a secure web‐based interface for public viewing in their exclusive video portal over
the Internet.

The video that is uploaded is organized by topical “channels” and is searchable by title,
description, and keywords assigned by the Uploader and editable by Channel Managers and
Site Administrators.

The Site Administrator (SA) can upload and approve video for their specific site, and has
permissions to create additional SA’s, /Channel Managers (CM), Channel Contributors (CC),
and Channels.

Each Channel is assigned at least one CM or SA who is responsible for reviewing and
approving all video submissions into that Channel prior to the uploaded content being
viewable by the general public.

Channel Managers, can upload and approve video and have the ability to create Channel
Contributors.

Contributors are allowed to upload video into any Channel.

No video is able to be viewed by the public until approved by the Channel Manager or Site
Administrator. All videos are ‘held for review” in the Administrative backend until the
appropriate CM or SA reviews and approves the video submission for public viewing.

SA’s have additional administrative functions more fully described in the on‐line help
system at www.eduvision.tv.

The general public can search for and view the approved videos at the Subscriber’s
EduVision.TV web site. A custom URL is generated for each Subscriber.

Embed Options

There are currently three types of embed code.

. Page Embed ‐Embeds the "skin" of the viewer side of the video portal via an I‐
Frame. This code requires 870 pixels in width and a suggested minimum height of 650
pixels. This feature is only accessible by the SA. This is included at no additional
charge.

. Embed Video Player ‐This is a single title video player, embedded into an I‐Frame.
The dimensions currently set to 400x300, centered in the I‐Frame. These parameters,
along with the filename are customizable. This is included at no additional charge.

. Link to "Pop Up" Video Player ‐This embed code is put behind a button on your
web page. When a viewer clicks the button, a popup video player with the desired
title will play. This method of embed keeps the viewer at your site while delivering
the video content in the smallest amount of real estate possible. This is included at
no additional charge.

Direct Link

SA and CM have access to copy a “Direct Link” code for each video title that can be used to
create a hyperlink. When the hyperlink is clicked, it will open a web browser at the
Subscriber’s EduVision.TV portal and play the video, bypassing the site’s default video. This is
included at no additional charge.

Live Broadcasting Option

The Subscriber may purchase the ability to broadcast live via EduVision.TV. Live broadcast
requires additional equipment and software that is not included in the Subscription fee.
The Subscriber is responsible for providing any required cameras, computers; encode
cards, software, installation, and Internet services to support live broadcasting. This
option includes one concurrent live broadcasting channel.

EduVision.TV Offerings.

There are several annual subscriptions available for the EduVision.TV service. Each designed
to accommodate typical users. Subscribers should manage their EduVision.TV usage to
remain within the typical usage guidelines. Users who exceed typical usage will be contacted
at least annually and offered recommendations for upgrading the service and/or reducing
content use/storage.

Your invoice will indicate which subscription offering has been purchased.

SUBSCRIBERS AGREEMENT AND RULES OF CONDUCT FOR EV.TV SITE

Use and participation in EduVision.TV’s Internet site is contingent upon the user’s acceptance
of the following terms and rules listed herein and at www.EduVision.TV. By using this service,
the subscriber accepts these terms. For purposes of this agreement, "the user" refers to you.
"EV.TV" refers to EduVision.TV, its parent, subsidiary and affiliated companies.

The user shall not post or transmit through EV.TV any defamatory, threatening, obscene,
harmful, pornographic or other material which would violate or infringe in any way upon the
rights of others, or which would give rise to criminal or civil liability and/or violate federal or
local law or regulation.

The user shall not upload, post or otherwise make available on the EV.TV site any
material protected by copyright, trademark or other proprietary right without the
express permission of the owner of such copyright, trademark or other proprietary
right.

The user shall not upload, post or otherwise make available on the EV.TV site any
competitive or sporting content for which the viewing or access is governed by an
overarching organization such as a Sports League, Athletic Association or Agency.